RESOLUTION AUTHORIZING THE PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY TO: (1) INCORPORATE A NEW, PRIVATE, NOT-FOR-PROFIT FLORIDA CORPORATION EMPOWERED TO PROVIDE CERTAIN ADMINISTRATIVE AND MANAGEMENT SERVICES TO THE TRUST FOR THE OPERATION OF THE JMH INTERNATIONAL PROGRAM IN LIEU OF THE FOUNDATION HEALTH SERVICES, INC.; AND (2) NEGOTIATE WITH FOUNDATION HEALTH SERVICES AND ITS SOLE OWNER, JACKSON MEMORIAL FOUNDATION, INC. FOR THE TRANSFER INTO THE NEW CORPORATION OF FOUNDATION HEALTH SERVICES’ ASSETS AND LIABILITIES, EXCLUDING ANY LIABILITIES RELATED TO THE CONSULTANT ACTING AS CEO OF FOUNDATION HEALTH SERVICES UNDER THE MANAGEMENT SERVICES AGREEMENT DATED OCTOBER 1, 2006 AND DURING THE TIME FRAME OF OCTOBER 1, 2006 THROUGH JANUARY 31, 2011 (SEE ORIGINAL ITEM UNDER FILE NO. 110239)

Indexes:

PUBLIC HEALTH TRUST

Sponsors:

Jose "Pepe" Diaz, Prime Sponsor

Sunset Provision:
No

Effective Date:

Expiration Date:

Registered Lobbyist:

None Listed

Legislative History

Acting Body

Date

Agenda Item

Action

Sent To

Due Date

Returned

Pass/Fail

Board of County Commissioners

3/3/2011

11A3

Amended (pending receipt of Leg. File No. from CA)

P

REPORT:

The Board continued its discussion on the foregoing resolution from the March 1, 2011, Board of County Commissioners’ meeting.
Commissioner Diaz moved that the foregoing item be opened for discussion. This motion was seconded by Commissioner Sosa, and the floor was opened for discussion.
In response to Chairman Martinez’s inquiry regarding the transfer of employees, Mr. Ted Shaw, Chief Transition Officer, responded employees of Florida Health Services (FHS) were transferred as temporary employees of the Public Health Trust (Trust) effective March 1, 2011, since the contract expired on that date; and a contract extension was not an option.
Chairman Martinez noted the temporary transfer of FHS employees to the Trust was the recommendation of the Inspector General.
Chairman Martinez provided a brief summary of past events that led to proposing the foregoing resolution authorizing the incorporation of a new not-for-profit Florida corporation referred to as a 501(c)(3) not-for-profit corporation to provide certain administrative and management services to the Trust for the operation of the International Program of Jackson Memorial Hospital (JMH). He noted Commissioner Diaz was delegated with the responsibility of developing a solution and given the authority to suspend payment if necessary. He stated that no other alternative proposals were presented before the Public Safety and Healthcare Administration (PSHA) Committee for review as previously recommended in the event the proposed plan was not approved, and Commissioner Diaz had no other alternative other than to propose approval of the 501(c)(3) not-for-profit-corporation.
Commissioner Diaz noted that he was in support of the transfer of FHS employees to the Trust, and he concurred with Chairman Martinez’s proposal to transfer employees on a trial basis for no more than a three month trial period until a course of action was determined. He also advised he would support the Chairman’s recommendation if he felt performing the marketing activities in-house would better serve the purpose.
Commissioner Diaz advised he would like the Board to authorize the incorporation of the 501(c)(3) corporation to be able to use it for marketing activities purposes only, as a flexibility mechanism, and for accountability purposes. He noted that he preferred the Board not loose any options available to them. He noted a meeting was held with the State Attorney’s Office, General Inspector, and other stakeholders to discuss issues of concern.
Commissioner Diaz asked the Chief Transition Officer to evaluate within 30 days the effectiveness of transferring the FHS employees to the Trust and the progress of the in-house marketing activities.
Commissioner Diaz advised that he would like to implement a control measure to ensure accountability and justification of incoming funds as well as develop other accountability measures to be implemented in the future.
Commissioner Heyman commented that the emphasis was on continuity, noting that she appreciated the protection of the employees’ fringe benefits to include continuation of their healthcare benefits. She noted the 501(c)(3) corporation would serve to maintain tax benefits for individuals making contributions to the hospital; and in time, additional ways would be identified to provide other tax benefits to contributors. She advised that it had been discussed and recommended at Trust meetings to provide the Foundation with a structured subcommittee.
Commissioner Moss commented he supported the transition of transferring in-house the marketing activities and the FHS employees to the Trust. He suggested that the Board consider approving the incorporation of this proposed entity as a flexibility mechanism to enable competition with other similar organizations.
Commissioner Moss asked that a comparison analysis report be prepared and presented before the Board outlining the benefits of having the 501(c)(3) corporation perform the marketing activities versus having these activities performed in-house. He also asked that the comparison analysis include a description of the marketing activities of similar organizations and how these organizations operated.
In connection with Commissioner Monestime’s question regarding how to address the issue of accountability, Mr. Shaw advised that no mechanism had been in place in the past to identify international patients or track personal information in terms of payment resources due to the loss of identification information during the billing process. He noted a marker had been implemented effective January 1, 2011, to research patients’ names, identify personal information, and validate insurance plans. He noted the information system would be managed by the officials operating the proposed 501(c)(3) corporation and would be under the control of the Trust at all times, subject to sunshine laws and open for inspection by the Inspector General.
Commissioner Monestime concurred with Chairman Martinez’s recommendation to have the marketing activities performed in-house for a trial period of 30 days to be followed by an evaluation of its effectiveness.
Chairman Martinez explained the intent was to allow the County’s administration to continue its work in collaboration with the hospital’s administration and the Inspector General for a trial period of no more than three months while reporting to the PSHA Committee on the status of their progress.
Chairman Martinez emphasized that FHS employees shall remain employed by the Trust until the evaluation process was completed and the course of action was determined.
Pursuant to County Attorney Robert Cuevas’ request for clarification on the timetable for the deferral of this issue, Chairman Martinez recommended the item be deferred indefinitely or a maximum of 90 days.
County Attorney Cuevas asked if the Board wished to include the amendments that Assistant County Attorney Valda Christian read into the record at the March 1, 2011, Board meeting regarding accountability and sunshine laws related issues.
Discussion ensued in connection with the intent of the proposed amendments.
Commissioner Monestime expressed his concerns for creating the 501(c)(3) corporation at this time inasmuch as the evaluation measuring the effectiveness of performing the marketing activities in-house was not completed yet, and the creation of a governance task force to review the structure of the hospital was underway. He noted that the creation of this proposed entity was being done too early and in concurrence with other efforts. He also noted that he felt the Board should postpone this effort until the governance task force concluded its review of the hospital’s activities and submitted its recommendations.
Inspector General Christopher Mazzella advised that this entity would be utilized as a marketing mechanism only and could be operated with an Executive Director and an additional employee.
Port Director Bill Johnson, Port of Miami, presented a brief overview on the marketing program at the Seaport.
Aviation Director Jose Abreu, Miami-Dade Aviation Department, presented a brief overview on the marketing program at the Aviation Department.
Following a discussion regarding how the marketing programs of the Port of Miami and Miami-Dade Aviation Department were operated, Commissioner Diaz commented that the purpose of approving the incorporation of this proposed entity was to facilitate working collaboratively with the University of Miami (UM), Florida International University (FIU), and other hospitals and institutions to promote services provided by the JMH International Program. He noted that it would also serve to provide transparency.
Pursuant to Commissioner Gimenez’s inquiry regarding the importance of this proposed entity to JMH, Mr. Shaw noted that the fundamental reason to create this entity was to provide a structure whereby FIU, UM, community physicians, and all of their strategic partners could work collaboratively under the governance of PHT, to develop a marketing program to promote JMH, and reduce marketing redundancy. He noted that JMH’s International Program had to compete with other international programs recently opened by other competitors such the Mayo Clinic, Broward Systems, and Baptist Systems.
In response to Commissioner Gimenez’s inquiry on whether appropriate protection safeguards were developed to ensure there was no abuse of public funds, Mr. Shaw advised the Chief Financial Officer (CFO) would have the responsibility of monitoring the entity’s finances to ensure adherence to policies, and a reporting control measure would be implemented to require a report be presented before the Trust on a monthly basis. He advised that similar financial and auditing controls currently used at the Trust would be instituted for this proposed organization to require documentation for expenses and expenditures.
In connection with Commissioner Gimenez’s question regarding the Chair’s proposed amendment and the structure of the 501(c)(3) corporation as originally written in the resolution, Mr. Shaw advised that the transfer of FHS employees as temporary employees of the Trust had not been his recommendation. He advised those employees were transferred due to the expiration of the contract and the proposed 501(c)(3) not-for-profit corporation had not been approved. He noted that his preference was to have these employees work as a team with other staff members of UM, FIU, and other strategic partners in the international business towards the same common goal.
In response to Commissioner Gimenez’s question regarding how the proposed corporation was originally structured, Chairman Martinez explained the intent of his amendment.
In response to Commissioner Gimenez’s question as to whether he was in agreement with the Chair’s amendment, Mr. Shaw advised that the motion as amended made it very clear that the proposed 501(c)(3) not-for-profit corporation must be under the control of the Trust.
Following a brief discussion, Mr. Shaw clarified that he was still advocating for the approval of incorporating the 501(c)(3) not-for-profit corporation in order to maintain it as a flexibility mechanism. He stated that no further action would be taken in regards to this entity until it was approved by the Board.
Commissioner Jordan advised she respectfully disagreed with the Inspector General’s comparison analysis of the marketing program of the Port of Miami and Aviation Department versus the JMH International Program inasmuch as the hospital was not an economic engine for the community. She noted she supported creating this proposed entity and keeping staff within the jurisdiction of the 501(c)(3) in order to have a transparent program.
Commissioner Jordan noted that it was in the hospital’s best interest to separate JMH International Program from the activities of FHS. She stated it would also serve as a venue to join efforts with UM and FIU to promote JMH International Program’s services, attract paying patients, and facilitate tracking the costs of marketing activities. She recommended that the Board ensure protection safeguards were instituted in terms of the reporting process and Board structure. She also recommended this proposed entity be empowered to develop and effectuate policies and procedural approaches to the best interest of the hospital. She suggested the entity’s effectiveness be evaluated by separating the dual responsibilities shared with FHS.
Following discussion regarding the goal of creating this entity and its purpose, Mr. Shaw advised the goal was to share information with strategic partners.
Chairman Martinez clarified that those instructions were not accepted as part of the motion and were to be acted on separately.
Upon concluding the foregoing discussion, Chairman Martinez withdrew his suggestion.
In response to Chairman Martinez’s question, Commissioner Sosa advised that the motion was still on the table.
In response to Commissioner Sosa’s request for clarification, Inspector General Mazzella advised that he was pleased with all of the recommended amendments made to the foregoing proposal. He noted sufficient protection safeguards had been included to ensure safety, oversight, and accountability requirements. He advised stronger requirements should be incorporated to ensure key Trust professional job classifications were appointed to the governing structure of the 501(c)(3) corporation to facilitate the resolution of arising problems and provide accountability. He noted his main concern was to prevent the 501(c)(3) corporation from engaging in the role of an employment agency.
In response to Inspector General Mazzella’s inquiry regarding the staff size of the 501(c)(3) corporation, Mr. Shaw noted 55 staff members were currently employed as hospitality and marketing personnel to include healthcare professionals interacting with overseas healthcare professionals.
Commissioner Sosa suggested that manpower growth be kept under control, and she reminded the management team this entity could not be used as a recruitment agency.
Commissioner Sosa offered a friendly amendment to add language stating that the table of organization for the organizational structure of the proposed 501(c)(3) corporation be presented before the Board for approval in order to better manage and control personnel growth during budget planning.
County Attorney Cuevas noted that the proposed 501(c)(3) corporation would be created as a separate legal entity from the County if its incorporation was approved. He advised that Assistant County Attorney Christian had urged the Board to appoint specific Trust job classifications to the board of directors of this proposed entity as opposed to allowing PHT members to appoint individuals in order to prevent the appointment of non-county individuals.
In response to Commissioner Sosa’s question as to whether Commissioner Diaz, as the sponsor of the foregoing resolution, would accept the amendment proposed by the County Attorney,
Commissioner Diaz stated that he accepted the amendment.
Commissioner Diaz stated that he would further amend the foregoing resolution to have specific professional job classifications appointed to the governing structure of the 501(c)(3) corporation. He recommended that those classifications should be the executive director, the chief financial officer of the hospital, and PHT’s committee members.
In regards to the reference made to the board of directors for the proposed 501(c)(3) corporation as an initial board, Inspector General Mazzella advised the board of directors had to remain active.
Upon the request of Chairman Martinez, County Attorney Cuevas advised the structure of the proposed board could be changed if created as an initial board.
Commissioner Diaz indicated he preferred the proposed board be created as a permanent board.
In response to Chairman Martinez’s request for clarification, County Attorney Cuevas clarified that the language of the foregoing proposed resolution, as currently written, was silent in regards to providing representation to UM and FIU in the governing structure.
Commissioner Sosa proposed that the foregoing proposed resolution be amended to expand the membership of the board of directors for the proposed 501(c)(3) corporation to provide representation for UM and FIU pursuant to Chairman Martinez’s request.
County Attorney Cuevas noted that the safest governing structure for this proposed entity would be to create a five (5) member board of directors comprised of one (1) UM appointee, one (1) FIU appointee, and three (3) Trust appointees to ensure effective voting control.
Commissioner Diaz recommended that representation of community physicians be provided on the board of directors.
Mr. Shaw recommended that a seven (7) member board be created.
In response to Chairman Martinez’s inquiry, Commissioner Diaz noted that he accepted the amendment increasing the membership of the board of directors. He advocated for the creation of a seven (7) member board.
Following a brief discussion, Mr. Shaw concurred with Commissioner Diaz’s recommendation to have representation of community physicians on the board. He noted that a seven (7) member board would allow for the appointment of an additional PHT member to ensure absolute control of the board of directors. He recommended that the chief operating officer be appointed as the seventh member.
Commissioner Diaz moved to have the chief operating officer appointed to the board of directors of the proposed entity as recommended by Mr. Shaw. This motion was seconded by Commissioner Sosa.
Pursuant to Commissioner Sosa’s inquiry regarding whether the County would be able to abolish the 501(c)(3) corporation if it became necessary, County Attorney Cuevas advised PHT officials would be the decision makers in that respect but not this Board.
In response to Chairman Martinez’s request, County Attorney Cuevas clarified that approval of the foregoing resolution would authorize the creation of a 501(c)(3) Florida corporation as a separate and independent entity from the County with its own legal status and a certain structure regarding its governance to at least ensure what had been discussed.
Commissioner Diaz emphasized that the purpose of creating a 501(c)(3) corporation was to prevent the loss of revenues and as a mechanism to negotiate and work collaboratively with other countries, educational facilities, and similar entities.
In response to Commissioner Gimenez’s inquiry, Mr. Shaw replied that funds would be advanced to the 501(c)(3) corporation on a reimbursement basis only until the model was completed and implemented as requested by Commissioner Diaz. He noted that the proposed corporation would provide billing and collections services for the international patients should that be the recommended model. He advised the proposed organization would refund the cost of its creation from the proceeds of the collection of accounts.
In connection with Commissioner Gimenez’s inquiry regarding whether Trust members not appointed to the proposed entity’s board of directors would be able to stop funding if necessary, Mr. Shaw advised the CFO could be directed not to write checks.
County Attorney Cuevas clarified this proposed entity would be able to continue receiving funding from other sources even if the County determined to discontinue funding it.
In response to Commissioner Gimenez’s inquiry, Mr. Shaw replied that a contract between the Trust and the proposed organization would be in place; and the relationship would cease if the contract was not renewed.
County Attorney Cuevas stated the remaining question was whether the Board wished to institute financial or structural protection safeguards in the control of this entity. He clarified that the recommendation at this point was to create a seven (7) member board comprised of four (4) PHT professional classification appointees as permanent members of the board, one (1) FIU member appointee, one (1) UM member appointee, and one (1) community physician member appointee with the additional practical financial control of being able to stop funding.
County Attorney Cuevas noted that the change to expand the composition of the board of directors to a seven (7) member board constituted an amendment to the foregoing resolution.
In connection with Commissioner Monestime’s question regarding the possibility of the newly created governance task force forwarding a negative recommendation, County Attorney Cuevas suggested that it could be addressed through the inclusion of protection safeguards and cancellation provisions in the contract between the Trust and the proposed 501(c)(3) corporation. He noted that the language could reflect that the Trust would have the option to severance the relationship if the governance task force recommended the services should no longer be provided by this entity. He explained the same outcome could be achieved if the Trust recruited a new CEO who would have the discretion to determine how the services would be provided.
Commissioner Monestime noted that the Board should not tie its hands in this regard.
Commissioner Diaz asked that the amendments to the foregoing proposed resolution include the following recommendations:
1. that the contract between the Trust and the 501(c)(3) corporation include protection safeguards and cancellations clauses previously mentioned;
2. that specific professional job classifications be appointed to the board of directors with the position of chief operating officer as one of the positions appointed; and
3. that the membership of the board of directors be comprised of seven (7) members.
There being no other comments or objections, the Board proceeded to vote on the foregoing resolution as amended.
The amended version of the foregoing resolution would be assigned Resolution Number R-182-11.

Board of County Commissioners

3/1/2011

11A3

Carried over

3/3/2011

REPORT:

Commissioner Diaz noted he had met with the Inspector General (IG), the hospital’s administration, and representatives of the State Attorney’s Office, Commission on Ethics, and the Public Health Trust (PHT) to review issues of concern relating to the International Healthcare Program for Jackson Memorial Hospital (JMH), and the need to create a 501(c) entity. He noted that Chairman Martinez was unsupportive of creating a 501(c), but the entity would allow access to new contacts that would work collaboratively with the University of Miami (UM) to increase communication channels. Commissioner Diaz advised the entity would create transparency and the clarity previously asked for, and provide a tracking system of funds generated. He noted that the creation of the 501(c) was in working process. He recommended that the Board approve the IG’s recommended amendments, which would be read into the record by the County Attorney’s Office.
Assistant County Attorney Christian Valda advised the Board should amend the foregoing proposed resolution to insert and/or change language as follows:
1. to insert a clause on page 3: “Whereas, the new not-for-profit corporation incorporated by the PHT would be operated only on behalf of FHS;”
2. to insert a clause on page 3: “Whereas, the PHT would appoint all Board members of the new not-for-profit corporation and improve all by-laws and by-law amendments of the new not-for-profit corporation;”
3. to change roman numeral (ii) in the Now, Therefore, clause on page 4 to read: “directs the PHT to require a) that the PHT shall be the sole beneficiary of the new not-for-profit corporation, and b) that the PHT shall at all times be responsible for appointing the Board members of the new not-for-profit corporation and approving the by-laws and any amendments thereto of the new not-for-profit corporation.
Commissioner Heyman noted the need to maintain a mechanism to accept donations, and the Foundation had a critical need to fundraise revenues for JMH. She expressed concern regarding allocation of funds; however, she expressed her support for the foregoing resolution allowing for the continuity aspect. She noted the PHT was initially unaware of their responsibilities towards the International Healthcare Program and the Foundation, but once aware of their responsibilities, they still lacked the initiative to take charge to address issues requiring attention.
Commissioner Heyman advised that the foregoing resolution offered the ability to maintain continuity and the Foundation in existence, but it failed to include the control mechanisms suggested by committee members or the IG. She suggested that the Foundation be kept in existence until logistical control mechanisms were developed to provide supervision and better oversight of the entity. She stated that the foregoing resolution lacked sufficient controlling mechanisms.
Commissioner Heyman advised she would support this resolution as a stepping stone; but as a member of the PHT, she would offer specific concrete suggestions from both the IG’s Office and other individuals, who had successful foundations and not just medical entities. She noted an alternative to Commissioner Diaz’s proposal that would maintain the continuity and fund raising aspects as part of the 501(c) had not yet been presented.
Chairman Martinez commented he remained unsupportive of the 501(c) entity, and it should remain in-house.
Inspector General Mazzella spoke in regards to the recommended organizational structure and on the advantages of implementing a 501(c) entity. He advised that it was the Inspector General’s Office view that the management and administrative responsibilities of the International Healthcare Program should be performed in-house, and the day-to-day operations such as verification of insurance and the placement of patients should be the functions and responsibilities of the PHT and Jackson Health System (JHS). He advised that, if a 501(c)(3) entity was created, a strong inside foundation should be established to ensure PHT’s interests were protected, specifically by requiring the president and chief financial officer to be members of that governing board and a member of the PHT. He stated the intent was to create a board answerable to the PHT rather than a similar situation as in the former 501(c)(3) entity.
Inspector General Mazzella noted that the purpose of the 501(c)(3) entity should be to market the International Healthcare Program, and it would be dysfunctional to allow this entity to manage its operations and employees. He recommended that the activities of retaining employees and operating the healthcare program remain with the PHT to establish control and accountability, and that employees hired by FHS remain as employees of the PHT.
In response to Chairman Martinez’s comments relating to the County’s inability in the past to quantify the marketing activities, Inspector General Mazzella advised that an audit on the marketing activities would be the next audit to be performed by his office.
Commissioner Diaz spoke on the need to support the foregoing resolution to approve the creation of the 501(c) entity and the efforts on finding a solution within the short timeframe allotted.
Discussion ensued in connection with the benefits of the 501(c)(3) entity.
Pursuant to Commissioner Diaz’s request, Mr. Ted Shaw, Director of the Jackson Health System (JHS), appeared before the Board and explained the benefits of creating a 501(c) entity, noting there was a shortfall and the costly effect of transferring employees under the auspices of the Trust. He advised that the average annual cost would be approximately $200,000 to transfer those employees under the Trust in terms of the benefit costs, and the Trust would pay an additional $200,000 in severance pay and accumulated benefits.
Chairman Martinez disagreed with the estimated costs as stated by Mr. Shaw to transfer those employees under the Trust.
Mr. Shaw advised that the most important reason to create a 501(c) entity was to provide a mechanism whereby JHS partners like the University of Miami (UM), Florida International University (FIU), and the community physicians could participate in this process directly under the light of the Sunshine law and the public trust. He stated that procedures had been implemented, and all expenditures were under the supervision of Mr. Mazzella since November 4, 2010; and all credit cards generating points were cancelled. He advised that all relationships with Foundation Health Services were terminated as it related to the previous consultant/management services contract. He noted that a mechanism had been created providing flexibility to work collaboratively with partners on efficient and cost effective sharing of knowledge to provide high quality healthcare services for patients.
In response to Commissioner Sosa’s inquiry, Mr. Shaw responded that the entity would be under the control of the PHT; and the Trust should implement all policies and procedures. He noted that all reimbursements from the PHT to this company would be based on a reimbursement basis until a model was developed based on a clear measure of the return on investment.
In response to Commissioner Bell’s inquiry, Assistant County Attorney Christian clarified that the new 501(c)(3) entity was designed to accept all assets and liabilities excluding those liabilities and consulting fees related to the individual serving as Chief Executive Officer for that period. She noted that the new corporation was distinct from the PHT, which was an entity and instrumentality of the County; and as an independent corporation, it was distinct from the Trust. However, the Trust was setup to be the sole incorporator and sole beneficiary of the new corporation; and the board members were setup to be Trust appointees.
Following a discussion on the advantages and disadvantages of creating the 501(c)(3) entity, the Board carried over the foregoing resolution to its next meeting scheduled for March 3, 2011, due to a lack of quorum.

County Attorney

2/22/2011

Assigned

Valda Clark Christian

Public Safety & Healthcare Admin Cmte

2/8/2011

2A AMENDED

Forwarded to BCC with a favorable recommendation with committee amendment(s)

P

REPORT:

Assistant County Attorney Gerald Sanchez read the foregoing proposed resolution into the record.
Chairman Diaz noted this resolution was prepared in response to the thirty day extension granted to the Public Health Trust (PHT) by the Board of County Commissioners (BCC) on January 20, 2011. He further noted the resolution provided for the establishment of a 501c3 corporation to provide certain administrative and management services to the PHT and the corporation would consist of three individuals; the Director of JMH, Mr. Ted Shaw of Jackson Health System, and the Director of the International Health Services Committee.
Chairman Diaz urged that this matter move forward due to the time constraints and the need for continued funding of Jackson Memorial Hospital (JMH) and stressed the need for additional accountability at JMH. He also noted the PSHAC Committee’s function on this issue was to work along side the partners at JMH to help ensure the hospital was being properly managed.
BCC Chairman Joe Martinez appeared before the Committee and noted, when the county commission instructed the PHT to stop all funding to the International Foundation, he opined the PHT had three courses of action they could have taken; to absorb those employees into the department, to discontinue marketing the International Program, and to consider other viable options in addition to creation of a 501c3. He noted his concerns regarding the PHT’s delayed response, discrepancies in the composition of the proposed 501c3, and recommended the PSHAC committee proceed cautiously on this matter.
Chairman Diaz concurred with BCC Chairman Martinez, however indicated it was his understanding that the 501c3 was needed as an immediate remedy to the financial crisis facing JMH. He also noted fundraising was a key component to ensure the hospital’s future.
Mr. Ted Shaw, Chief Transition Officer, Jackson Health System, appeared before the Committee and clarified the intent of the proposed 501c3 company was to discontinue any relations with the previous company and it’s Board and to focus on the continued operation of the International Program at JMH. Thereafter, he suggested that the 501c3 company and the Ad Hoc International Health Services Committee work in unison to review the governing board’s composition. He noted a majority of the new organization’s members would continue to be under the PHT and agreed to observe the Sunshine laws. He further noted within thirty days following the creation of the 501c3, they would appoint an Executive Director.
Mr. Christopher Mazzella, Inspector General, appeared before the Committee noting his office addressed this matter and their prepared report suggested changes in the governing structure which was not addressed in this resolution. He commented on the need for the governing board of the new 501c3 corporation to be members of the PHT since they had a vested interest in the operations at JMH and stressed the importance of the governing structure being secure and accountable.
Chairman Diaz assured that there would be constant monitoring of the process and asked that the Inspector General’s office keep the PSHAC committee apprised of any concerns they deemed important to address. He also noted any monies generated through the system would be placed into a separate account to enable further accountability.
Mr. Shaw indicated, during phase two, billing and collections would be restructured to accomplish the goal of separating those monies.
Commissioner Heyman spoke about the lack of accountability at JMH in the past and noted she had not had an opportunity to review the Inspector General’s recent report. She stressed the importance of maintaining the continuity of the hospital’s operations and funding.
In response to an inquiry by Commissioner Heyman regarding a proposed bonus for Mr. Rodriguez of Florida Health Services (FHS) that was contained in the details of the transfer, Mr. Shaw noted the bonus was included in the list of liabilities and had not yet been approved by the Board of Trustees. He further noted, he recommended no discretionary bonuses be approved and, should this resolution be adopted, the 501c3 members would address the matter further.
Assistant County Attorney Valda Clark Christian clarified that this resolution, as drafted, provided for the transfer of assets and liabilities, excluding certain liabilities related to Mr. Rodriguez, and the proposed 501c3 corporation would be subjected to all applicable corporation and sunshine laws.
Mr. Shaw responded to Commissioner Heyman’s concerns regarding outstanding liabilities and noted he was unable to conduct negotiations until the 501c3 corporation was created.
Commissioner Bell expressed her support for this resolution, however expressed concern that a business plan had not yet been submitted by Mr. Shaw and requested he provide her with one as soon as possible.
A brief discussion ensued regarding the Inspector General’s recommendation to utilize an RFP or RFQ process to search for other viable marketing services as opposed to creating a 501c3 corporation.
Inspector General Mazzella opined that a 501c3 had no advantage over other types of funding mechanisms and expressed concern with the proposed reorganization plan that alluded to the selection of a new Board of Directors. He asked that the BCC take appropriate measures to ensure the new governing board was held accountable.
Chairman Diaz reiterated the need to move forward due to time constraints and the immediate needs at JMH and expressed his respect for Inspector General Mazzella’s report and comments. He reaffirmed that, throughout the process, accountability would be maintained at every level.
Commissioner Bell asked Assistant County Attorney Gerald Sanchez to provide detailed information on the proposed private not-for-profit 501c3 corporation to include a business plan; how the numbers were quantified; and specifics on the International plan.
Commissioner Souto spoke in support of the Inspector General’s recommendations and commented on JMH’s history of problems.
Upon concerns expressed by Commissioner Souto regarding the recent treatment of a specific foreign individual at JMH, Chairman Diaz asked Assistant County Attorney Valda Clark Christian to obtain any available information, within the guidelines of Federal HIPAA Laws (Health Information Portability and Accountability Act) and Florida Statute 395.3025, that addressed how Dr. Rena Perez, a Cuban citizen and wife of a Cuban government official, managed to arrive in South Florida and receive treatment at the Ryder Trauma Center. He asked that the information be presented at the next PSHAC committee meeting.
Chairman Diaz asked that the foregoing proposed resolution be amended to include compliance with the county’s Conflict of Interest and Code of Ethics ordinance.
Assistant County Attorney Clark Christian stated the resolution would be amended to include the following language: “That the non profit corporation shall comply with the Miami-Dade County Conflict of Interest and Code of Ethics ordinance. The Ethics Commission shall have authority to review the non profit cooperation’s compliance with the Miami-Dade County Conflict of Interest and Code of Ethics ordinance.”
There being no further questions or comments, the Committee proceeded to vote to forward the foregoing proposed resolution to the Board of County Commissioners (BCC) with a favorable recommendation with the Committee amendment.

Legislative Text

TITLE

RESOLUTION AUTHORIZING THE PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY TO: (1) INCORPORATE A NEW, PRIVATE, NOT-FOR-PROFIT FLORIDA CORPORATION EMPOWERED TO PROVIDE CERTAIN ADMINISTRATIVE AND MANAGEMENT SERVICES TO THE TRUST FOR THE OPERATION OF THE JMH INTERNATIONAL PROGRAM IN LIEU OF THE FOUNDATION HEALTH SERVICES, INC.; AND (2) NEGOTIATE WITH FOUNDATION HEALTH SERVICES AND ITS SOLE OWNER, JACKSON MEMORIAL FOUNDATION, INC. FOR THE TRANSFER INTO THE NEW CORPORATION OF FOUNDATION HEALTH SERVICES’ ASSETS AND LIABILITIES, EXCLUDING ANY LIABILITIES RELATED TO THE CONSULTANT ACTING AS CEO OF FOUNDATION HEALTH SERVICES UNDER THE MANAGEMENT SERVICES AGREEMENT DATED OCTOBER 1, 2006 AND DURING THE TIME FRAME OF OCTOBER 1, 2006 THROUGH JANUARY 31, 2011

BODY

WHEREAS, pursuant to Chapter 25A of the Code of Miami-Dade County, Florida (Chapter 25A), the Public Health Trust of Miami-Dade County (the “PHT”) was created as an agency and instrumentality of Miami-Dade County responsible for the governance, operation and maintenance of Jackson Memorial Hospital and other Designated Facilities (as such term is defined in Chapter 25A); and
WHEREAS, Jackson Health Systems (“JHS”) has an International Health Services Division responsible for the JMH International Program (the “Program”), which the PHT Board of Trustees has determined to be a vital program for JHS; and
WHEREAS, Foundation Health Service, Inc. (“FHS”) had been retained to provide services to the PHT, pursuant to a Management and Services Agreement dated October 1, 2006 (the “Agreement”); and
WHEREAS, the Agreement, absent an extension, will expire on February 1, 2011; and
WHEREAS, the Board of County Commissioners of Miami-Dade County (the “Commission”) passed a Resolution No. R-1136-10 (the “Resolution”), which requires the PHT to, among other things, terminate its service relationship with FHS by declining to renew the Agreement and allowing such Agreement to expire on February 1, 2011, or in the alternative to terminate such Agreement prior to February 1, 2011, if possible; and
WHEREAS, the Resolution also specifically directed, among other things, the PHT to refrain from entering into any new agreements, business dealings, relationships, or arrangements whatsoever with FHS absent express direction by the Commission; and
WHEREAS, following the issuance of the Resolution, the PHT formed an Ad Hoc Committee for International Health Services (the “International Health Services Committee”) comprised of five members of the PHT Board of Trustees to analyze and recommend a policy approach and solution for operation of the Program; and
WHEREAS, the International Health Services Committee conducted a series of meetings to carefully analyze and consider a policy approach and solution for operation of the Program; and
WHEREAS, on January 11, 2011, the Executive Committee of the PHT approved a proposal (the “Proposal”), which was ratified by the PHT Board of Trustees on January 24, 2011, to: (i) incorporate a new not-for-profit corporation which would be able to provide certain administrative and management services to the PHT for the operation of the Program and to accept a transfer of FHS’ assets and liabilities, excluding any liabilities related to the Consultant acting as CEO of FHS under the Agreement; and (ii) have the PHT then enter into a Management and Services Agreement with the new corporation, in accordance with the PHT Procurement Regulation, whereby the new corporation would provide certain administrative and management services to the Program, in lieu of FHS, as designated by the PHT in such agreement; and
WHEREAS, the PHT understands that the proposal must be brought forth to the Commission so as to obtain express direction by the Commission prior to implementation; and
WHEREAS, on January 20, 2011, the PHT requested from the Commission an extension of time to comply with the Commission’s Resolution so that the PHT would have the time necessary to bring forth to the Commission the Proposal without interrupting during the interim period the services currently being provided to the PHT by FHS; and
WHEREAS, on January 20, 2011, the Commission gave the PHT an extension of time, until March 1, 2011, to comply with the Resolution and authorized JHS staff to negotiate with FHS an extension of the Agreement up to but not beyond March 1, 2011; and
WHEREAS, any extension of the Agreement will therefore expire on February 28, 2011; and
WHEREAS, Jackson Memorial Foundation, Inc. (the “Foundation”) will not have any agreements, business dealings, relationships or arrangements with the new not-for-profit corporation; and
WHEREAS, the PHT seeks Commission approval to: (i) incorporate a new not-for-profit Florida corporation empowered to provide certain administrative and management services to the PHT for the operation of the Program and to accept a transfer of FHS’ assets and liabilities, excluding any liabilities related to the Consultant acting as CEO of FHS under the Agreement during the time period of October 1, 2006 and January 31, 2011, and (ii) negotiate with FHS and its sole owner, the Foundation, for the transfer of FHS’ assets and liabilities excluding any liabilities related to the Consultant acting as CEO of FHS during the time period of October 1, 2006 through January 31, 2011, into the new not-for-profit corporation; and (iii) enter into any agreements and execute any documents necessary to effectuate the aforementioned incorporation and transfer from FHS,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board hereby
authorizes the Public Health Trust of Miami-Dade County to: (i) incorporate a new not-for-profit Florida corporation empowered to provide certain administrative and management services to the Public Health Trust (“PHT”), in lieu of Foundation Health Services, Inc. (“FHS”), for the operation of the JMH International Program and to accept a transfer of FHS’ assets and liabilities, excluding any liabilities related to the Consultant acting as CEO of FHS under the Agreement during the time period of October 1, 2006 through January 31, 2011; (ii) negotiate with FHS and its sole owner, Jackson Memorial Foundation, Inc., for the transfer of FHS’ assets and liabilities excluding any liabilities related to the Consultant acting as CEO of FHS during the time period of October 1, 2006 through January 31, 2011 into the new not-for-profit corporation; and (iii) enter into any agreements and execute any documents necessary to effectuate the aforementioned incorporation and transfer from FHS. <> 1